ARTICLE I DEFINITIONSSecurities Purchase Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • New York
September 5, 2003 Omicron Master Trust SF Capital Partners, Ltd. Bristol Investment Fund, Ltd. Ascend Offshore Fund, Ltd. Ascend Partners LP Ascend Partners Sapient LP c/o Feldman Weinstein LLP 420 Lexington Avenue New York, NY 10170-0002 RE:...Securities Purchase Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks
Reference is made to that certain Securities Purchase Agreement ("Purchase Agreement") dated August 19, 2003 entered into by and among The Singing Machine Company, Inc. (the "Company") and Omicron Master Trust, SF Capital Partners, Ltd., Bristol Investment Fund, Ltd., Ascend Offshore Fund, Ltd., Ascend Partners LP and Ascend Partners Sapient LP (collectively referred to herein as the "Purchasers" and individually, as a "Purchaser"). All capitalized terms not defined herein shall have the same meaning as defined terms in the Purchase Agreement.
EXHIBIT 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 20, 2003, among The Singing Machine Company, Inc., a Delaware corporation (the "Company"), and the purchasers...Registration Rights Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks • New York
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • October 9th, 2003 • Singing Machine Co Inc • Phonograph records & prerecorded audio tapes & disks
